SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                              FORM 10-K
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934
     For the fiscal year ended December 31, 2001,
         or
[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 For the transition period from       to

                    Commission file number 0-3035

                       COGNITRONICS CORPORATION
        (Exact name of registrant as specified in its charter)

                 NEW YORK                        13-1953544
    (State or other jurisdiction of           (I.R.S. Employer
     incorporation or organization)          Identification No.)

      3 Corporate Drive, Danbury, Connecticut            06810
     (Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code (203) 830-3400

Securities registered pursuant to Section 12(b) of the Act:

                                              Name of each exchange on
            Title of each class                   which registered

Common Stock, par value $0.20 per share       American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:     None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months and (2) has been subject to
such filing requirements for at least the past 90 days.
                       Yes   x       No

Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K. [   ]

The aggregate market value of the voting stock held by
non-affiliates of the registrant as of March 1, 2002:

        Common Stock, par value $0.20 per share -- $16,845,000

The number of shares outstanding of each of the issuer's classes of
common stock as of March 1, 2002:

      Common Stock, par value $0.20 per share   5,415,793 shares

Documents incorporated by reference:   Portions of the Proxy
Statement for the annual meeting of stockholders to be held on May
9, 2002 are incorporated by reference into Part III.

                          TABLE OF CONTENTS


                                PART I

Item                                                              Page

 1.   Business . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
 2.   Properties . . . . . . . . . . . . . . . . . . . . . . . . . . 5
 3.   Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . 5
 4.   Submission of Matters to a Vote of Security Holders. . . . . . 5
      Executive Officers of the Company. . . . . . . . . . . . . . . 6


                               PART II

 5.   Market for Company's Common Equity and Related Stockholder
Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
 6.   Selected Financial Data. . . . . . . . . . . . . . . . . . . . 7
 7.   Management's Discussion and Analysis of Financial Condition
and Results of Operations. . . . . . . . . . . . . . . . . . . . . . 7
 7a.  Market Risk. . . . . . . . . . . . . . . . . . . . . . . . . .11
 8.   Financial Statements and Supplementary Data. . . . . . . . . .11
 9.   Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure . . . . . . . . . . . . . . . . . . . . . .25


                               PART III

10.   Directors and Executive Officers of the Company. . . . . . . .25
11.   Executive Compensation . . . . . . . . . . . . . . . . . . . .25
12.   Security Ownership of Certain Beneficial Owners and Management25
13.   Certain Relationships and Related Transactions . . . . . . . .25


                               PART IV

14.   Exhibits, Financial Statement Schedules, and Reports on Form
8-K. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25


















McIAS is a trademark of Cognitronics Corporation.
UNIX is a registered trademark of Santa Cruz Operation, Inc.

                                PART I

Item 1.    Business

      (a)  Cognitronics Corporation (the "Company") was incorporated
in January 1962 under the laws of the State of New York. The Company
designs, manufactures and markets voice processing systems.

 (b)  The Company operates in two segments of the voice processing
industry.  In the United States, the Company designs, manufactures
and sells equipment for use in telephone central offices.  In
Europe, the Company distributes equipment for use on customers'
premises.

 (c)  (i) A description of the fields of voice processing in which
the Company operates and its products are as follows:
Domestic Operations.   These products are sold directly to
telecommunication  service providers or through switch manufacturers
who distribute the Company's products.

      Intelligent Announcers and Network Media Servers.  The
Company's McIAS(TM) 16xx product family has been primarily used by
Incumbent Local Exchange Carriers (ILECs) and Competitive Local
Exchange Carriers (CLECs)  to provide voice announcements in
connection with custom calling features (CLASS), such as selective
call forwarding and caller originator trace.  Number change
intercept is another important feature provided.

       The 16xx is available in two versions:  a lower cost
configuration which provides network announcement functionality, is
available as a 1607/68 (1 T-1 span capacity) and a 1610/68 (3 T-1
span capacity). The second version of this series is a UNIX(R)-based
platform which utilizes many of the same components as the /68
series and is known as McIAS 16xx/IP.  "IP" designates an
Intelligent Peripheral, indicating the ability to serve as a voice
peripheral to any manufacturer's switch and delivering multiple
application capability.

      The McIAS 16xx/IP is available as a 1607/IP, a 1610/IP, and a
1623/IP.  Features include an open architecture, scalable processing
power and disk drives, and centralized administration.  Application
examples include number change with call completion, automated
attendant, voice mail and time and temperature announcements.

      A new product line of Network Media Servers, the Cognitronics
Exchange (CX) Series, was announced and began sales in late 1999.
Since its introduction, the CX Series has been enhanced and expanded
to include a total of four (4) models:  CX500, CX1000, CX3000 and
CX4000.

      This family of products facilitates the deployment of voice
resources in service provider networks, both the traditional
circuit-switched networks as well as the next generation of
packet-based networks.  The CX platforms provide greater capacity
and increased functionality with significantly better price
performance.  Included in the CX Series capabilities are a new set
of Media Server Boards, delivering the power of a media server
within a single board.  CX supports AIN protocols such as SR-3511,
GR-1129CORE and ISDN-PRI.  The CX is also designed to interface with
softswitches, media gateways and application servers, supporting
industry standard protocols such as MGCP, RTP/RTCP and SIP.  Other
protocols will be supported as market demand dictates.

 Passive Announcers.  These announcers are used by the ILECs and
CLECs to inform callers about network conditions or procedures to
invoke the use of a service.  The Company has been a major supplier
to the industry of passive announcers and incorporates these
features in products such as the Model 688 Automatic Number
Announcer, McIAS 950, and the McIAS 16xx product family.

      Call Processors.  The Company's McIAS 950 is also an automated
attendant and audiotext system with the flexibility to offer the
caller various choices (dial an extension, revert to an operator,
etc.).  The system also offers a wide variety of menu-selected
information to callers.   The McIAS 950 is designed for use in both
telephone network environments and the commercial business market.

European Distributorship Operations.  Dacon Electronics Plc., based
in Hertfordshire, England, distributes call management and voice
processing products, including products manufactured by the Company,
in Europe.

       (ii)  Status of publicly announced new products or industry
segments requiring material investment.  Inapplicable.

       (iii)  The Company has adequate sources for obtaining raw
materials, components and supplies to meet production requirements
and did not experience difficulty during 2001 in obtaining such
materials, supplies and components.

      (iv)  The Company relies on technological expertise,
responsiveness to users' needs and innovations and believes that
these are of greater significance in its industry than patent
protection. There can be no assurance that patents owned or
controlled by others will not be encountered and asserted  against
the Company's voice processing products or that licenses or other
rights under such patents would be available, if needed. The Company
has registered trademarks and names which the Company considers
important in promoting the business of the Company and its products.

       (v)  Seasonality.   Inapplicable.

       (vi)  The discussion of liquidity and sources of capital as
set  forth in Management's Discussion and Analysis of Financial
Condition and Results of Operations is included in Item 7 of this
Annual Report on Form 10-K and is incorporated herein by reference.

      (vii) In 2001, revenues included sales of $7.5 million to
Siemens Carrier Networks LLC and $1.9 million to Verizon
Communications Inc.  The Company's European operations had sales of
$2.8 million to British Telecommunications Plc in 2001. Over the
past several years, a major portion of the revenues of the domestic
operations has come  from two or three large customers, and a
significant portion of the revenues of the European operations has
come from one customer.  Accordingly, the loss of any of these
customers could have a material adverse impact on the Company's
results of operations.

       (viii) The dollar amount of orders believed by the Company to
be firm as of December 31, 2001 and 2000, amounted to $.5 million
and  $1.1 million, respectively. Substantially all of the orders as
of December 31, 2001, can reasonably be expected to be filled during
2002.

      (ix) Business subject to renegotiation.  Inapplicable.

       (x)  The Company competes, and expects to compete, in fields
noted for rapid technological advances and the frequent introduction
of new products and services. The Company's products are similar to
those manufactured, or capable of being manufactured, by a number of
companies, some of which are well-established corporations with
financial, personnel and technical resources  substantially larger
than those of the Company. The Company's ability to compete in the
future depends on its ability to maintain the technological and
performance advantages of its current products and to introduce new
products and applications that achieve market acceptance. Future
research and development expenditures will be based, in part, on
future results of operations. There are no assurances that the
Company will be able to successfully develop and market new products
and applications.

       (xi) Expenditures for research and development activities, as
determined in accordance with generally accepted accounting
principles, amounted to  $3.6 million in 2001, $2.4 million in 2000
and $2.1  million in 1999.   In addition, the estimated dollar
amount spent on the  improvement of existing products or techniques
was $.1 million in 2001 and $.2 million in 2000 and 1999.

       (xii) Material effects of compliance with Federal, State or
local provisions regulating the discharge of materials into the
environment or otherwise relating to the protection of the
environment.     Inapplicable.

      (xiii) At December 31, 2001, the Company and its subsidiaries
employed 92 people.

 (d)  Sales to foreign customers primarily represent sales of Dacon
Electronics Plc. (incorporated in the United Kingdom) of $5.9
million in 2001,  $7.3 million in 2000 and $7.2 million in 1999.
Additional information about foreign operations is included in Note
L to Consolidated Financial Statements included in Item 8 of this
Annual Report on Form 10-K and is incorporated herein by reference.

      Further, there were export-type sales (primarily North
America) of  approximately $.1 million in 2001, $.2 million in 2000
and $3.5 million in 1999.  Export sales do not involve any greater
business risks than do sales to domestic customers and, in certain
instances, the Company obtains an irrevocable letter of credit or
payment prior to shipment of products to the customer.  Selling
prices and gross profit margins on export-type sales are comparable
to sales to domestic customers.



Item 2.   Properties

       The facilities of the Company and its subsidiaries are
located as follows:
                                                 SQUARE  LEASE EXPIRATION
LOCATION                    DESCRIPTION           FEET         DATE

Danbury, Connecticut:    Office, engineering,    40,000      10/31/03
3 Corporate Drive          production and
                           service facility

Hemel Hempstead          Office, distribution
Hertfordshire,            and service facility   12,000       7/31/06
United Kingdom
1 Enterprise Way

      The Company considers each of these facilities to be in good
condition and adequate for the Company's business.


Item 3.   Legal Proceedings

      There are no material pending legal proceedings to which the
Company or any of its subsidiaries is a party or of which any of
their property is the subject.


Item 4.   Submission of Matters to a Vote of Security Holders

      Inapplicable.

                  Executive Officers of the Company

The executive officers of the Company, their positions with the
Company and ages as of March 1, 2002 are as follows:

      NAME              POSITION(S) AND OFFICE(S)               AGE

Brian J. Kelley        President and Chief Executive
                       Officer; Director                         50

Kenneth G. Brix        Vice President                            55

Harold F. Mayer        Secretary                                 72

Michael N. Keefe       Vice President                            46

Roy A. Strutt          Vice President                            45

Garrett Sullivan       Treasurer and Chief Financial
                       Officer                                   56

Emmanuel A. Zizzo      Vice President                            61

      No family relationships exist between the executive officers
of the Company. Each of the executive officers was elected to serve
until the next  annual meeting of the Board of Directors or until

his successor shall have been elected and qualified.

      Mr. Kelley has been President and Chief Executive Officer of
the Company since 1994. Prior to that he held senior management
positions with TIE/Communications, Inc. from 1986 to 1994.

      Mr.  Brix has been  a Vice President of the Company since 1994
with responsibility for U.S. sales and marketing. Prior to that he
held senior management positions from 1987 to 1994.

      Mr. Mayer has been Secretary of the Company since 1975. He was
Treasurer from 1974 to 1989 and a Vice President of the Company from
1986 to 1996.

      Mr. Keefe has been a Vice President of the Company since 1993
with responsibility for engineering, prior to which he was Manager
of Software Planning and Development from 1992 until 1993 and senior
engineer for more than five years. He has been employed by the
Company since 1980.

      Mr. Strutt has been a Vice President of the Company since 1994
with responsibility for European operations. Since 1992, he has been
Managing Director of Dacon Electronics Plc, which was acquired by
the Company in 1992, and Director of Sales and Operations from 1990
to 1992. Prior to that he was Managing Director of Automatic
Answering Ltd. for four years.

      Mr. Sullivan has been Treasurer and Chief Financial Officer of
the Company since 1989. Prior to that he was Treasurer and Chief
Financial Officer of Fundsnet, Inc., an electronic funds transfer
company, from 1986 until 1989. He was employed by The Singer Co.
from 1977 to 1986, where his most recent position was Vice
President-Finance, Asia Division.

      Mr. Zizzo has been a Vice President of the Company since 1995
with responsibility for operations, primarily manufacturing,
purchasing and physical facilities, prior to which he had been
Director of Operations since 1994. He was an independent consultant
from 1993 to 1994. Prior to that he held senior management positions
with TIE/Communications, Inc. for more than five years.






                               PART II

Item 5.   Market for Company's Common Equity and Related Stockholder
Matters

 (a) and (b) Cognitronics' Common Stock is traded on the American
Stock Exchange under the symbol CGN. On March 1, 2002, there were
599 stockholders of record; the Company estimates that the total
number of beneficial owners was approximately 2,900.  Information on
quarterly stock prices is set forth in Item 8 of this Annual Report
on Form 10-K and is incorporated herein by reference.

 (c) The Company has never paid a cash dividend on its Common Stock

and has used its cash for the development of its business.  In 1998,
2000 and 2001, the Company announced its intention to repurchase up
to 300,000, 200,000 and 500,000 shares, respectively, of its Common
Stock.  The Company repurchased 150 shares of its Common Stock  in
1998, 105,750 in  1999, 331,000 in 2000 and 307,808 in 2001.  The
Company has no present intention of paying a cash dividend, and
payment of any future dividends will depend upon the Company's
earnings, financial condition and other relevant factors.

Item 6.  Selected Financial Data
                                         Year ended December 31,
                                   (in thousands except per share data)
OPERATING RESULTS                 2001     2000     1999     1998     1997
                               -------  -------  -------  -------  -------
Revenues                       $18,875  $31,836  $31,693  $28,917  $29,521
Net income (loss)               (1,805)   4,530    5,346    4,689    3,622
Net income (loss) per share:
      Basic                      $(.33)    $.79     $.94     $.85     $.69
      Diluted                     (.33)     .74      .88      .78      .62

Weighted average number of
 basic shares outstanding        5,417    5,754    5,670    5,543    5,233
Weighted average number of
 diluted shares outstanding      5,417    6,092    6,048    5,993    5,840

FINANCIAL POSITION
Working capital                $22,754  $26,107  $24,130  $18,281  $13,112
Total assets                    28,573   32,998   35,102   27,080   23,123
Stockholders' equity            23,598   26,988   25,729   20,033   15,014

Stockholders' equity per share   $4.36    $4.85    $4.40    $3.58    $2.73
Cash dividends paid               None     None     None     None     None


Included in 2001 is an inventory provision of $510,000 ($.07 per basic and
diluted share) and a tax benefit due to an adjustment to the tax provision
of $155,000 ($.03 per basic and diluted share).

Included in 2000 is a tax benefit due to an adjustment to the tax provision
of $156,000 ($.03 per basic and diluted share).

Included in 1997 is $956,000 (net of tax $598,000 or $.11 per basic share
and $.10 per diluted share) of settlement costs and legal fees related to
class action litigation.

The above Selected Financial Data should be read in conjunction with
the Consolidated Financial Statements of the Company, including the
notes thereto, and the unaudited quarterly financial data included
in Item 8 of this Annual Report on Form 10-K.


Item 7.  Management's Discussion and Analysis of Financial Condition
and Results of Operations

  The Company reported a net loss of $1.8 million in 2001 and net income
of $4.5 million and $5.3 million in 2000 and 1999, respectively.

  In 2001, sales declined $13.0 million (41%) from 2000.  The sales of the
Company's domestic operations declined $11.5 million (47%).  This decrease
occurred in both the direct and indirect channels and reflects a
significant decline in the CLEC market and significant reduction in
capital spending by ILECs.  Furthermore, it is projected that the large
telecommunication service providers will reduce capital spending in 2002
as compared to 2001.  The Company's UK distributorship operations' sales
decreased $1.4 million (19%).  This is primarily attributable to a
decrease of $.9 million in sales to its largest customer and an
unfavorable exchange rate.  The Company's backlog at December 31, 2001 was
$.5 million versus $1.1 million in 2000.  In both 2001 and 2000, a major
portion of the Company's domestic revenue came from one customer and a
significant portion of its UK distributorship revenue came from one
customer. The loss of either of these customers would have a material
adverse impact on the Company.

   In 2000, sales value of the Company's domestic operations and its UK
distributorship operations were essentially the same as 1999.  The unit
volume in the domestic operations increased approximately 20% while the
sales value increased only $.1 million.  This was due to unfavorable
distribution channel mix and a volume discount given for a large purchase
of McIAS 1623/IPs ($5.9  million) in the fourth quarter of 2000.  The
increased sales due to this large purchase were offset by lack of sales to
Mexico in 2000 ($2.9 million in 1999) and lower shipments to CLEC's.  At
the end of 2000 and continuing into 2001, there were reductions in
telecommunication infrastructure buildout, as reported by major
telecommunication equipment suppliers, and this was reflected in the
Company's sales order flow.

   Consolidated gross margin was 44% in 2001, 52% in 2000 and 56% in 1999.
The 8% decrease in 2001 from 2000 was due to the lower volume of domestic
sales and the concomitant higher portion of cost of sales being attributed
to fixed costs.  Consolidated gross margin decreased 4% to 52% in 2000
from 56% in 1999 primarily due to a decrease of 4% in the domestic
operation's gross margin attributable to channel mix and a discount given
on a large purchase in the fourth quarter.

   In 2001 and 2000, research and development increased $1.2 million (49%)
and $.3 million (15%), respectively, from the prior year.  The increase in
2001 is due to higher personnel costs and contracted engineering services.
The increased expenses reflect the introduction of new products, new
signaling protocols and new applications.  The increase in 2000 from 1999
is due to higher personnel costs.  The Company anticipates continuing the
current rate of spending for research and development.

   Selling, general and administrative expense  was approximately the same
for each of the three years in the period ended December 31, 2001.  In
2001, the domestic operations' selling, general and administrative expense
declined $.2 million (4%) due to lower commissions, offset, in part, by a
$.1 million increase in bad debts.  The selling, general and
administrative expense for the UK distributorship, in 2001, increased
$.1 million (4%) primarily due to severance expenses.

   Other income of $.5 million in 2001, $.6 million in 2000 and $.4
million in 1999  is primarily interest income.  The decrease in 2001 is
primarily due to lower interest rates.  The increase in 2000 from 1999 is
due to higher interest rates and higher balances of cash and marketable
securities.

   The Company's effective tax rate for 2001 was 30% versus  34% for 2000
and 36% for 1999.   The reduction in the effective tax rate in 2001 from
2000 is attributable to losses for which there were no benefits offset, in
part by an adjustment of $155,000 to the tax provision.  The reduction in
the effective rate in 2000 from 1999 is attributable to an adjustment of
$156,000 to the tax provision.  The adjustments in 2001 and 2000 are
attributable to actual amounts differing from previously recorded
estimates.  The provision for income taxes is discussed in Note G to
Consolidated Financial Statements. Under Financial Accounting Standards
Board ("FASB") Statement No. 109, the Company has recognized future tax
benefits that management believes will be realized. In order to realize
these  benefits, the Company, exclusive of the results of Dacon
Electronics Plc, will have to generate pretax income of $5.3 million. The
current deferred tax benefit of $1.1 million is primarily attributable to
inventory provisions, the recognition of such loss, for tax purposes, is,
in large measure, within the control of the Company. The non-current tax
benefit, $.8 million, primarily relates to deferred compensation and
benefit plans and, as such, would be recognized over a long period of
time.  In 2001 the Company incurred a pretax loss of $1.6 million and had
pretax income of $7.4 million, $8.4 million and $6.0 million in 2000, 1999
and 1998, respectively.  While realization of the future tax benefits is
not assured, management anticipates that it is more likely than not that
the Company will generate sufficient taxable income in the future to
realize these benefits.

   The effect of inflation has not had a significant impact on the
operating results of the Company over the past few years. Technological
advances and productivity improvements are continually being applied to
reduce costs, thus reducing inflationary pressures on the operating
results of the Company.

   Exchange rate changes will impact the reported dollar sales and cost of
sales of the Company's UK distributorship operations.  In addition, at
December 31, 2001, the Company's UK distributorship operations had net
assets of $1.3 million, which would be impacted by changes in foreign
exchange rates.  However, the impact of such rate change would be
reflected in the translation adjustment recorded in the equity section of
the balance sheet.  The Company does not hedge this foreign currency net
asset exposure.



Liquidity and Sources of Capital

   Net cash provided by operations was $4.2 million, $3.5 million and
$3.2 million in 2001, 2000 and 1999, respectively.  In 2001, cash
from operating activities increased from 2000 due to reduction in
accounts receivable and lower taxes paid.  In 2000, cash provided by
operating activities increased from 1999 due to a smaller net
increase in working capital accounts.  Cash provided by investing
activities was $1.8 million in 2001 versus cash used of $.7 million
and $6.2 million in 2000 and 1999, respectively.  The Company had
net sales of marketable securities of $3.0 million and $.6 million
in 2001 and 2000, respectively, and net purchases of $5.6 million in
1999.  There were purchases of property, plant and equipment and
software of $.9 million, $.6 million and $.5 million in 2001, 2000
and 1999, respectively.  Included in all three years were loans to
officers, net of repayment, of $.4 million, $.7 million and $.1
million respectively.  Cash used by financing activities of $1.7
million in 2001 and $3.2 million in 2000 primarily relates to the
repurchase of the Company's common stock.  Cash provided by
financing activities was $.1 million in 1999.

      Working capital decreased to $22.8 million at December 31 2001
from $26.1 million at December 31, 2000 and $24.1 million at
December 31, 1999.  The ratio of current assets to current
liabilities was 9.6:1 at December 31, 2001 versus 8.2:1 at December
31, 2000 and 4.4:1 at December 31, 1999. The decrease in working
capital in 2001 is due to the results of operations, the repurchase
of Company shares and the purchase of property, plant and equipment
and software.  The increase in 2000 is due to the results of
operations and the reduction in accounts payable, offset, in part,
by the repurchase of Company shares and reduction in inventory
levels.

      The Company anticipates making capital expenditures of
approximately $.5 million, maintaining the current level of
expenditures for  research and development and may repurchase of up
to 255,292 shares of its Common Stock in 2002.  Management believes
that the cash and cash equivalents  at December 31, 2001 and the
cash flow from operations in 2002 will be sufficient to meet its needs.

Assumptions and Estimates Used in Critical Accounting Policies

      In the preparation of the financial statements in conformity
with accounting principles generally accepted in the United States,
management must make critical decisions regarding accounting
policies and judgments regarding their application.  Materially
different amounts could be reported under different circumstances
and conditions.

      Inventories - Slow-moving and Obsolescence

       In 2001, due to a slow down in spending by telecommunication
      providers, inventory turnover has slowed.  The Company
      recorded a charge of $.5 million in 2001 to reduce its
      carrying value of inventory to lower of cost or market.  If
      future capital expenditures by telecommunication service
      providers do not increase or decrease further, additional
      charges may be required.

      Deferred Tax Assets

       As of December 31, 2001, the Company has $1.9 million of
      deferred tax assets for which no valuation allowance has been
      recorded.  The realization of these assets is based on future
      taxable income.  The Company expects to achieve book  pretax
      income and taxable income through increased sales of advanced
      application and next generation equipment.  Should book pretax
      income and taxable income remain at 2001 levels, a valuation
      allowance may be required.

      Pensions

       The Company accounts for its defined benefit pension plans in
      accordance with SFAS No. 87, "Employers' Accounting for
      Pensions" which requires that amounts recognized in financial
      statements be determined on an actuarial basis.

       The most significant element in determining the Company's
      pension income (expense) in accordance with SFAS No. 87 is the
      expected return on plan assets.  The Company has assumed that
      the expected long-term rate of return on plan assets will be
      7.0%.  Over the long term, the Company's pension plan assets
      have earned in excess of 7.0%; therefore, the Company believes
      that its assumption of future returns of 7.0% is reasonable.
      The assumed long-term rate of return on assets is applied to
      the value of plan assets.  This produces the expected return
      on plan assets that is included in pension income (expense).
      The difference between this expected return and the actual
      return on plan assets is deferred.  The net deferral of gains
      (losses) are amortized to expense in accordance with SFAS No.
      87.  The plan assets earned a rate of return substantially
      less than the assumed rate of return in 2001.  Should this
      trend continue, future pension expense will likely increase.

       At the end of each year, the Company determines the discount
      rate to be used to discount plan liabilities.  The discount
      rate reflects the current rate at which the pension
      liabilities could be effectively settled at the end of the
      year.  At December 31, 2001, the Company used a rate of 7.25%.
       Changes in discount rates over the past three years have not
      materially affected pension income (expense), and the net
      effect of changes in the discount rate, as well as the net
      effect of other changes in actuarial assumptions and
      experience, have been deferred as allowed by SFAS No. 87.

      Other Post Employment Benefits

       The Company provides retiree health benefits for domestic
      employees who retired prior to March 31, 1996 under its
      Pension Plan.

       Various actuarial assumptions including the discount rate and
      the expected trend in health care costs are used to estimate
      the costs and benefit obligations for the retiree health plan.

       The discount rate is the same as used for the defined benefit
      plan.  At December 31, 2001, the Company assumed a discount
      rate of 7.25%.

Certain Factors That May Affect Future Results

   From time to time, information provided by the Company,
statements made by its employees or information included in  its
filings with the Securities and Exchange Commission (including this
Form 10-K) may contain statements which are not historical facts,
so-called "forward-looking statements". These forward-looking
statements are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. The Company's
actual future results may differ significantly from those stated in
any forward-looking statements. Forward-looking statements involve a
number of risks and uncertainties, including, but not limited to:

   Product demand fluctuations in the timing and volume of
   customer requests for its products.

   Telecommunication systems industry and general economic
   conditions.

   Competitive pressure on selling prices.

   Market acceptance of the Company's products and its
   customer's products and services.

   Costs associated with possible litigation or settlement,
   including those related to the use of ownership of intellectual
   property.

   Loss of a major customer.  A few customers account for a major
   portion of the Company sales.  A loss of such a customer would have a
   major adverse impact on the Company's results.

   Third party suppliers increase the risk that the Company may
   not have adequate supply to meet demand.

   Introduction of new products.  The Company's markets are subject to
   technological change, so its success depends on its ability to develop
   and introduce new products.

   The markets in which the Company competes are highly competitive.
   Some of its competitors have significantly greater financial and other
   resources.

   The Company's future success is dependent on its ability to attract and
   retain key design engineering, sales and executive personnel.  There is
   intense competition for qualified personnel, in particular, design
   engineers, and the Company may not be able to attract and retain
   engineers and other qualified personnel necessary for the development
   and introduction of new products or to replace engineers or other
   qualified personnel that may leave its employ.

   Expense levels, in the short term, are fixed.  Sale variances from
   quarter to quarter would have a significant effect on the results of
   operations.

   Other risk factors detailed in this Annual Report on Form 10-K and
   in the Company's other Securities and Exchange Commission filings.


Item 7.a  Market Risk

      The Company does not use derivative financial instruments.
The Company's marketable securities consist of short-term and/or
variable rate instruments and therefore a change in interest rates
would not have a material impact on the value of these securities.

Item 8.  Financial Statements and Supplementary Data

                 QUARTERLY FINANCIAL DATA (UNAUDITED)
               (in thousands except per share amounts)

2001                           FIRST    SECOND     THIRD    FOURTH
                              ------    ------    ------    ------
Sales                         $4,939    $5,848    $4,807    $3,281
Gross profit                   2,316     2,867     2,195       841
Net income(loss)                 (23)       58      (428)   (1,412)
Net income(loss) per share:
    Basic                       $.00      $.01     $(.08)    $(.27)
    Diluted                     $.00      $.01     $(.08)    $(.27)
Common Stock price range:
    High                      $11.10     $7.00     $6.45     $5.20
    Low                         5.75      4.50      3.90      3.90

2000                           FIRST    SECOND     THIRD    FOURTH
                              ------    ------    ------    ------
Sales                         $5,925    $8,437    $8,404    $9,070
Gross profit                   3,083     4,827     4,630     3,876
Net income                       475     1,516     1,505     1,034
Net income per share:
    Basic                       $.08      $.26      $.26      $.18
    Diluted                     $.08      $.25      $.25      $.18
Common Stock price range:
    High                      $27.25    $15.00    $15.50    $11.51
    Low                        11.13      8.63     10.75      8.00

      The gross margin percentage in the fourth quarter of 2000 was
43% versus 55% for the nine months ended September 30, 2000
primarily due to channel mix and a discount given on a large
purchase.  The gross margin percentage for the fourth quarter of
2001 was 26% versus 47% for the first nine months of 2001 primarily
due to lower volume and lower absorption of overhead and inventory
provision.  The unfavorable variance in gross margin percentage for
the fourth quarter of 2001 as compared to the comparable period of
2000 is primarily due to lower volume and inventory provisions of
$.4 million ($.05 per share on a diluted basis).

      The effective tax rates for the fourth quarter of 2001 and
2000 were 27.1% and 24.5%, respectively, versus the estimated
effective rates of 37.4% and 36.7%  for the first nine months of
2001 and 2000, respectively.  Included in the fourth quarter of 2001
and 2000 is $155,000 and $156,000, respectively, of tax benefits
related to an adjustment to the tax provision attributable to actual
amounts differing from previously recorded estimates.

      The above financial information should be read in conjunction
with the Consolidated Financial Statements, including the notes
thereto.








                    Report of Independent Auditors

Stockholders and Board of Directors
Cognitronics Corporation

We have audited the accompanying consolidated balance sheets of
Cognitronics Corporation and subsidiaries as of December 31, 2001
and 2000, and the related consolidated statements of operations and
comprehensive income (loss), stockholders' equity, and cash flows
for each of the three years in the period ended December 31, 2001.
These financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States.  Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial
position of Cognitronics Corporation and subsidiaries at December
31, 2001 and 2000, and the consolidated results of their operations
and their cash flows for each of the three years in the period ended
December 31, 2001, in conformity with accounting principles
generally accepted in the United States.



/s/ ERNST & YOUNG LLP



Stamford, Connecticut

March 4, 2002








CONSOLIDATED BALANCE SHEETS
COGNITRONICS CORPORATION AND SUBSIDIARIES
(dollars in thousands)
                                                             December 31,
                                                           2001     2000
ASSETS                                                   -------   -------
CURRENT ASSETS
 Cash and cash equivalents                               $ 7,731   $ 3,499
 Marketable securities                                     6,400     9,400
 Accounts receivable, less allowances of $194 and $53      2,035     7,760
 Inventories                                               5,682     6,557
 Deferred income taxes                                     1,110       746
 Other current assets including loans to
  officers  of $1,516 and $1,099                           2,431     1,783
                                                         -------   -------
       TOTAL CURRENT ASSETS                               25,389    29,745

PROPERTY, PLANT AND EQUIPMENT, net                         1,514     1,373
GOODWILL, less amortization of $3,058 and $2,726             319       651
DEFERRED INCOME TAXES                                        812       762
OTHER ASSETS, less amortization of $311 and $148             539       467
                                                         -------   -------
                                                         $28,573   $32,998
                                                         =======   =======

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
 Accounts payable                                        $   871   $ 1,560
 Accrued compensation and benefits                         1,109     1,128
 Income taxes payable                                        290       532
 Current maturities of debt                                   46        43
 Other accrued expenses                                      319       375
                                                         -------   -------
       TOTAL CURRENT LIABILITIES                           2,635     3,638

LONG-TERM DEBT                                                26        47
OTHER NON-CURRENT LIABILITIES                              2,314     2,325

COMMITMENTS AND CONTINGENCIES (Note I)

STOCKHOLDERS' EQUITY
 Common Stock, par value $.20 a share; authorized
 10,000,000 shares; issued 5,863,829 shares                1,173     1,173
 Additional paid-in capital                               13,322    14,123
 Retained earnings                                        13,413    15,218
 Cumulative other comprehensive income (loss)               (260)     (182)
 Unearned compensation                                      (506)     (332)
                                                         -------   -------
                                                          27,142    30,000
 Less cost of 445,936 and 300,550 common shares
  in treasury                                             (3,544)   (3,012)
                                                         -------   -------
       TOTAL STOCKHOLDERS' EQUITY                         23,598    26,988
                                                         -------   -------
                                                         $28,573   $32,998

The accompanying notes to consolidated financial statements are an
integral part of these statements.


CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
COGNITRONICS CORPORATION AND SUBSIDIARIES
(in thousands except per share data)
                                                   Year ended December 31,
                                                   2001     2000     1999
                                                   ----     ----     ----
SALES                                           $18,875  $31,836  $31,693
COSTS AND EXPENSES
 Cost of products sold                           10,656   15,420   13,899
 Research and development                         3,631    2,445    2,132
 Selling, general and administrative              7,325    7,351    7,422
 Amortization of goodwill                           332      332      333
 Other (income) expense, net                       (504)    (619)    (441)
                                                -------  -------  -------
                                                 21,440   24,929   23,345
                                                -------  -------  -------
 Income (loss) before income taxes               (2,565)   6,907    8,348
PROVISION (BENEFIT) FOR INCOME TAXES               (760)   2,377    3,002
                                                -------  -------  -------
NET INCOME (LOSS)                                (1,805)   4,530    5,346
 Currency translation adjustment and
  minimum pension liability                         (78)    (248)    (100)
                                                -------  -------  -------
COMPREHENSIVE INCOME (LOSS)                     $(1,883  $ 4,282  $ 5,246
                                                =======  =======  =======
NET INCOME (LOSS) PER SHARE:
    Basic                                         $(.33)    $.79     $.94
    Diluted                                       $(.33)    $.74     $.88
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years ended December 31, 1999, 2000 and 2001
(dollars in thousands)
<TABLE>
                                    Common Stock  Additional            Compre-    Unearned    Treasury
                                   Shares           Paid-In   Retained  hensive    Compensa-    Shares
                                   Issued  Amount   Capital   Earnings  Income       tion       Amount
                                   ------  ------ ----------  --------  -------    ---------   --------
<S>
<C>                            <C>        <C>       <C>       <C>       <C>          <C>      <C>
Balance at January 1, 1999      5,597,869  $1,120    $13,628   $ 5,359   $  166       $(239)   $    (1)
Shares issued pursuant to
 employee stock plans             243,284      48        422       (17)                  (4)       589
Repurchase of common shares                                                                       (588)
Currency translation adjustment                                            (100)
Net income                                                       5,346
                                ---------  ------    -------   -------    -----       -----    -------
Balance at December 31, 1999    5,841,153   1,168     14,050    10,688       66        (243)         0
Shares issued pursuant to
 employee stock plans              22,676       5         73                            (89)       294
Repurchase of common shares                                                                     (3,306)
Currency translation adjustment                                            (248)
Net income                                                       4,530
                                ---------  ------    -------   -------    -----       -----    -------
Balance at December 31, 2000    5,863,829   1,173     14,123    15,218     (182)       (332)    (3,012)
Shares issued pursuant to
 employee stock plans                                   (799)                          (174)     1,386
Shares issued to directors                                (2)                                        7
Repurchase of common shares                                                                     (1,925)
Currency translation adjustment                                              (1)
Minimum pension liability
 net of tax of $44                                                          (77)
Net income (loss)                                               (1,805)
                                ---------  ------    -------    ------    -----       -----    -------
Balance at December 31, 2001    5,863,829  $1,173    $13,322   $13,413    $(260)      $(506)   $(3,544)
                                =========  ======    =======   ========   ======      =====    =======
</TABLE>
The accompanying notes to consolidated financial statements are an
integral part of these statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS
COGNITRONICS CORPORATION AND SUBSIDIARIES
(dollars in thousands)
                                                  Year ended  December 31,
                                                   2001     2000     1999
                                                   ----     ----     ----
OPERATING ACTIVITIES
 Net income (loss)                              $(1,805)  $4,530  $ 5,346
 Adjustments to reconcile net income (loss) to
  net cash provided by operating activities:
   Income tax expense (benefit)                    (760)   2,377    3,002
   Depreciation and amortization                    987      943      802
   (Gain) loss on disposition of  assets             13       (5)     (15)
   Shares issued as compensation                    206      146      185
   Net (increase) decrease in:
     Accounts receivable                          5,727   (1,108)  (1,820)
     Inventories                                    876    2,363   (4,111)
     Other assets                                    26      215     (169)
   Net increase (decrease) in:
     Accounts payable                              (695)  (2,698)   2,738
     Accrued compensation and benefits             (151)    (107)      34
     Other accrued expenses                        (116)    (217)     (62)
                                                 ------   ------  -------
                                                  4,308    6,439    5,930
     Income taxes paid                             (121)  (2,971)  (2,760)
                                                 ------   ------  -------
   NET CASH PROVIDED BY OPERATING ACTIVITIES      4,187    3,468    3,170
                                                 ------   ------  -------
INVESTING ACTIVITIES
 Purchase of marketable securities               (5,500)  (2,800) (11,200)
 Sale of marketable securities                    8,500    3,400    5,600
 Loans to officers, net                            (357)    (712)    (127)
 Proceeds from disposition of assets                 14       20       10
 Additions to property, plant and equipment        (656)    (534)    (483)
 Purchase of software licenses                     (230)     (50)
                                                 ------   ------  -------
   NET CASH PROVIDED (USED) BY INVESTING
    ACTIVITIES                                    1,771     (676)  (6,200)
                                                 ------   ------  -------
FINANCING ACTIVITIES
 Principal payments on debt                         (52)     (49)    (111)
 Proceeds from debt                                  34
 Shares issued pursuant to employee stock plans     213      107      783
 Shares repurchased for treasury, 307,808,
  331,000 and 105,750                            (1,926)  (3,306)    (588)
                                                 ------   ------  -------
   NET CASH (USED) PROVIDED BY FINANCING
    ACTIVITIES                                   (1,731)  (3,248)      84
                                                 ------   ------  -------
EFFECT OF EXCHANGE RATE DIFFERENCES                   5      (37)     (53)
                                                 ------   ------  -------
INCREASE (DECREASE) IN CASH AND CASH
 EQUIVALENTS                                      4,232     (493)  (2,999)
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR     3,499    3,992    6,991
                                                 ------   ------  -------
CASH AND CASH EQUIVALENTS - END OF YEAR          $7,731   $3,499  $ 3,992
                                                 ======   ======  =======
The accompanying notes to consolidated financial statements are an
integral part of these statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
COGNITRONICS CORPORATION AND SUBSIDIARIES

NOTE A.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization.  The Company designs, manufactures and markets voice
processing products in the United States and, through a subsidiary,
distributes call management and voice processing equipment in Europe.

Risks and Uncertainties.  A major portion of the Company's domestic
revenues is generated by sales to two customers, and a significant
portion of its European distributorship revenue comes from one
customer.  The loss of any of these customers would have a material
adverse impact on the Company. The Company's receivables are
primarily from major, well-established companies in the
telecommunications industry, and at December 31, 2001, one such
company accounted for 24% of the Company's accounts receivable.  The
Company's markets are subject to rapid technological change and
frequent introduction of new products. The Company's products are
similar to those manufactured, or capable of being manufactured, by
a number of companies, some of which are well established with
financial, personnel and technical resources substantially larger
than those of the Company. The Company's ability to compete in the
future depends on its ability to maintain the technological and
performance advantages of its current products and to introduce new
products and applications that achieve market acceptance.

Principles of Consolidation.  The financial statements include the
accounts of the Company and its subsidiaries, all of which are
wholly-owned. Intercompany accounts and transactions have been
eliminated in consolidation.

Revenue.  Revenue is recognized when earned.  The Company generally
recognizes revenue from product sales upon shipment and in certain
instances upon acceptance by the customer.

Use of Estimates.  The preparation of the financial statements in
conformity with accounting principles generally accepted in the
United States requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Fair Value of Financial Instruments.  The carrying amounts of the
Company's financial instruments (trade receivables/payables and
other short-term and long-term debt) due to their terms and
maturities approximate fair value.

Cash and Cash Equivalents.  The Company considers financial
instruments with a maturity of three months or less from the date of
purchase to be cash equivalents. At December 31, 2001, essentially
all of the Company's cash and cash equivalent balances were with two
financial institutions.

Marketable Securities.  Marketable securities are classified as
available for sale and are reported at cost.  They are comprised of
investments in municipal bond funds and corporate debt and equity
securities.  These securities are recorded at cost which
approximates fair value.  The maturities are short term or have
reset provisions.

Inventories.  Inventories are stated at the lower of cost (first-in,
first-out method) or market.

Property, Plant and Equipment.  Property, plant and equipment is
carried at cost less allowances for depreciation, computed in
accordance with the straight-line method based on estimated useful
lives.  The estimated lives for machinery and equipment are 5 to 12
years and for furniture and fixtures are 4 to 10 years.  Repairs and
maintenance are expensed when incurred.

Foreign Exchange.  The functional currency of the Company's foreign
subsidiary, the European distributorship operations, is the Pound
Sterling.  Results of operations for the Company's foreign
subsidiary were  translated from Pounds Sterling into U.S. dollars
using average exchange rates during the period, while assets and
liabilities were translated using current rates at the end of the
period.

Stock Based Compensation. The Company grants stock options for a
fixed number of shares to employees with an exercise price equal to
the fair value at the date of grant. The Company  accounts for stock
option grants in accordance with Accounting Principles Board ("APB")
 Opinion No. 25, "Accounting for Stock Issued to Employees", and
therefore recognizes no compensation expense for stock options granted.

Income Per Share.  In computing basic earnings per share, the
dilutive effect of stock options and warrants are excluded, whereas
for diluted earnings per share they are included.  The shares used
in the basic earnings per share calculations were 5,416,729,
5,753,734 and 5,670,023 and in the diluted earnings per share were
5,416,729, 6,091,964 and 6,047,636 for 2001, 2000 and 1999,
respectively.

Goodwill.  The Company has classified as goodwill the cost in excess
of fair value of the net assets of companies acquired in purchase
transactions. Through December 31, 2001 goodwill was amortized using
the straight-line method over its estimated useful life (10 years).
Goodwill in excess of associated expected operating cash flows is
considered to be impaired and is written down to fair value.

Stock Split.  All share and per share amounts have been restated to
give retroactive effect to a 3 for 2 split in the form of a dividend
declared in July 1999.  The par value of the additional shares of
common stock issued in connection with the stock split was credited
to common stock and charged to retained earnings.

Recent Pronouncements.  In October 2001, the Financial Accounting
Standards Board (FASB) issued Financial Accounting Standards (SFAS)
No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets", which provides a single accounting model for long-lived
assets to be disposed of.  In August 2001, the FASB issued SFAS No.
143, "Accounting for Assets Retirement Obligations", which focuses
on accounting for obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement
costs. In June 2001, the FASB issued SFAS No. 141, "Business
Combinations", and No. 142, "Goodwill and Other Intangible Assets".
Under SFAS Nos. 141 and 142, all acquisitions subsequent to June 30,
2001 must be accounted for under the purchase method of accounting,
and purchased goodwill will no longer be amortized over its useful
life.  Rather, goodwill will be subject to a periodic impairment
test based upon its fair value.  SFAS Nos. 142 and 144 are effective
in 2002 and SFAS No. 143 is effective in 2003.  In 2001, the Company
recognized goodwill amortization expense of $332,000.  With the
exception of the impact on the Company's amortization of goodwill,
these Statements are not expected to have a material impact on the
Company's financial condition or results of operations.

Reclassifications.  Certain prior year amounts have been
reclassified to conform with current year classifications.

NOTE B. VALUATION AND QUALIFYING ACCOUNTS

The allowance for doubtful accounts was increased by $250,000 ,
$16,000 and $10,000 in 2001, 2000 and 1999, respectively, by charges
to costs and expenses.  The Company wrote off uncollectible
accounts, net of recoveries, of $109,000 and $10,000 in 2001 and
1999, respectively.

NOTE C.  INVENTORIES (IN THOUSANDS):
                                                              2001   2000
                                                              ----   ----
  Finished and in process                                   $3,455 $4,320
  Materials and purchased parts                              2,227  2,237
                                                            ------ ------
                                                            $5,682 $6,557
                                                            ====== ======

NOTE D.  PROPERTY, PLANT AND EQUIPMENT (IN THOUSANDS):
                                                              2001   2000
                                                              ----   ----
Machinery and equipment                                     $2,365 $1,995
Furniture and fixtures                                       2,281  2,110
                                                            ------ ------
                                                             4,646  4,105
Less allowances for depreciation                             3,132  2,732
                                                            ------ ------
                                                            $1,514 $1,373
                                                            ====== ======

NOTE E.  OTHER NON-CURRENT LIABILITIES (IN THOUSANDS):
                                                              2001   2000
                                                              ----   ----
Accrued officers' supplemental pension                      $  511 $  553
Accrued deferred compensation                                  274    291
Deferred directors' fees                                       269    277
Accrued pension                                                658    568
Accrued postretirement benefit                                 843    825
                                                            ------ ------
                                                             2,555  2,514
Less current portion                                           241    189
                                                            ------ ------
                                                            $2,314 $2,325
                                                            ====== ======

NOTE F.  DEBT AND CREDIT ARRANGEMENTS

Dacon Electronics Plc has a bank line of credit of $290,000 expiring
in 2002.  During 2001 and 2000, no amounts were borrowed under this
facility.

Long term debt (in thousands):
                                                               2001  2000
                                                               ----  ----
 Installment finance agreements, interest at 8% to 11%
  per annum expiring through 2003                               $72   $90
   Less current maturities of debt                               46    43
                                                                ---   ---
                                                                $26   $47
                                                                ===   ===
Payments remaining on the installment finance agreements are $46,000
in 2002 and $26,000 in 2003.

Interest of $19,000, $31,000 and $30,000 was paid in 2001, 2000 and
1999, respectively.

NOTE G.  INCOME TAXES

At December 31, 2001, consolidated retained earnings included
approximately $.5 million of retained earnings applicable to Dacon
Electronics Plc, a foreign subsidiary. If the undistributed earnings
were remitted, any resulting federal tax would be substantially
reduced by foreign tax credits.

The components of the provision (benefit) for income taxes for the
years ended December 31 are as follows (in thousands):
                                                      2001    2000    1999
                                                      ----    ----    ----
Current:
 Federal                                             $(452) $1,989  $2,428
 Foreign                                                       (24)     62
 State                                                  62     346     419
                                                     -----  ------  ------
       Total current                                  (390)  2,311   2,909
                                                     -----  ------  ------
Deferred:
 Federal                                              (330)     55      84
 State                                                 (40)     11       9
                                                     -----  ------  ------
Total deferred                                        (370)     66      93
                                                     -----  ------  ------
                                                     $(760) $2,377  $3,002
                                                     =====  ======  ======
Not reflected in the 2000 and 1999 tax provision (benefit) are $29,000 and
$73,000, respectively, of income tax benefits related to employee stock
plans; such amounts were credited to additional paid-in capital.  The
provision (benefit) for 2001 and 2000 reflects an adjustment to the tax
provision  of $155,000 and $156,000, respectively, attributable to actual
amounts differing from previously recorded estimates.

Domestic and foreign pretax income (loss) for the years ended
December 31 are as follows (in thousands):
                                                     2001    2000    1999
                                                     ----    ----    ----
Domestic operations                               $(1,609) $7,439  $8,484
Foreign Operations                                   (956)   (532)   (136)
                                                  -------  ------  ------
                                                  $(2,565) $6,907  $8,348
                                                  =======  ======  ======

Deferred income taxes reflect the net tax effects of temporary differences
between carrying amounts of assets and liabilities for financial reporting
purposes and amounts used for income tax purposes. Significant components
of the Company's deferred tax liabilities and assets as of December 31,
2001 and 2000 are as follows (in thousands):
                                                             2001    2000
                                                             ----    ----
Deferred tax liabilities                                   $  220  $  187
                                                           ------  ------
Deferred tax assets:
 Inventory valuation                                          687     504
 Accrued liabilities and employee benefits                    585     445
 Accrued deferred compensation                                284     309
 Other postretirement benefits                                316     312
 Separate return federal operating loss carryforwards
  expiring in 2008 and 2009                                   445     445
 Other                                                        271     125
                                                           ------  ------
      Total deferred tax assets                             2,588   2,140
 Valuation allowance                                         (445)   (445)
                                                           ------  ------
                                                            2,143   1,695
                                                           ------  ------
      Net deferred tax assets                              $1,923  $1,508
                                                           ======  ======
No amounts have been credited or charged to tax expense for the valuation
allowance in 2001 or 2000.

A reconciliation of the statutory federal income tax rate to the effective
tax rate on income for the years ended December 31, is as follows:

                                                       2001   2000   1999
                                                       ----   ----   ----
Statutory federal income tax rate                     (34.0)% 34.0%  34.0%
State income taxes, net of federal tax benefit          0.5    3.4    3.4
Lower foreign tax rate                                  8.3          (0.1)
Research & Development Credit                                 (0.3)  (1.0)
Nontaxable interest income                             (2.9)  (1.7)  (1.2)
Goodwill amortization                                   3.4    1.2    1.0
Tax adjustment                                         (6.0)  (2.3)
Other                                                   0.7    0.1   (0.1)
                                                       ----   ----   ----
                                                      (30.0)% 34.4%  36.0%
                                                       ====   ====   ====

NOTE H.  OTHER (INCOME) EXPENSE, NET (IN THOUSANDS):

                                                    Year Ended December 31,
                                                      2001    2000    1999
                                                      ----    ----    ----
Interest expense                                     $  55   $  50   $  49
Interest income                                       (559)   (669)   (490)
                                                     -----   -----   -----
                                                     $(504)  $(619)  $(441)
                                                     =====   =====   =====

NOTE I. COMMITMENTS

Leases.  Total rental expense amounted to $472,000 in 2001, $500,000 in
2000 and $532,000 in 1999.  Future annual payments for long-term
noncancellable leases for each of the five years in the period ending
December 31, 2006 are approximately $405,000, $340,000, $71,000, $67,000
and $39,000, respectively, and no amounts thereafter.

Pension Plan.  The Company and its domestic subsidiaries have a defined
benefit pension plan covering substantially all employees.  The benefits
are based on years of service and the employee's compensation.   No
additional service cost benefits were earned subsequent to June 30, 1994.
The Company's funding policy is to contribute amounts to the plan
sufficient to meet the minimum funding requirements set forth in the
Employee Retirement Income Security Act of 1974, plus such additional
amounts as the Company may determine to be appropriate from time to time.

The components of net cost of the plan for the years ended December 31
are as follows (in thousands):
                                                         2001  2000  1999
                                                         ----  ----  ----
Interest cost on projected benefit obligation            $116  $116  $117
Actual (return)/loss on plan assets                        99    25   (50)
Net amortization and deferral                            (184) (123)  (44)
                                                         ----  ----  ----
      Net periodic pension cost                          $ 31  $ 18  $ 23
                                                         ====  ====  ====

The following table sets forth the plan's funded status and the
accrued pension liability recognized in the Company's Consolidated
Balance Sheets at December 31 (in thousands):
                                                              2001   2000
                                                              ----   ----
Projected benefit obligation for services rendered to date
  Beginning of year                                         $1,605 $1,586
   Loss(gain) due to change in estimates                        48      5
   Interest cost                                               116    116
   Less benefits paid                                         (102)  (102)
                                                            ------ ------
  End of year                                                1,667  1,605
                                                            ------ ------
Plan assets at fair value
  Beginning of year                                          1,149  1,220
   Actual return on plan assets                                (99)   (25)
   Contribution                                                 61     56
   Less benefits paid                                         (102)  (102)
                                                            ------ ------
  End of year                                                1,009  1,149
                                                            ------ ------
Plan assets less than projected benefit obligation            (658)  (456)
Unrecognized net asset, less accumulated amortization
 of $180 and $172                                                      (8)
Unrecognized net loss(gain)                                    121   (104)
Minimum pension liability adjustment                          (121)
                                                            ------ ------
Accrued pension liability (included in other
 non-current liabilities)                                   $ (658)$ (568)
                                                            ====== ======
The discount rates used in determining the projected benefit obligation
were 7.25 % in 2001 and 7.5% in 2000.  The expected long-term rate of
return on plan assets used in determining the net periodic pension cost
was 7% for all years presented.

The plan assets at December 31, 2001 and 2000 were principally invested
in corporate debt and equity securities.

401(k) Retirement Plan.  The Company has a defined contribution plan
covering substantially all domestic employees. The Company's
contribution is based upon the participants' contributions. The
expense was $54,000, $54,000 and $53,000 in 2001, 2000 and 1999,
respectively.

Officers' Supplemental Pension Plan.  The Company has an unfunded,
noncontributory defined benefit pension plan covering certain
retired officers.

The components of net pension cost of the plan for the years ended
December 31 are as follows (in thousands):
                                                         2001  2000  1999
                                                         ----  ----  ----
Interest cost on projected benefit obligation             $30   $32   $34
Amortization of actuarial gains                            (3)   (3)   (2)
                                                          ---   ---   ---
Net periodic pension cost                                 $27   $29   $32
                                                          ===   ===   ===
The following table sets forth the plan's status and the accrued
pension liability recognized in the Company's Consolidated Balance
Sheets at December 31 (in thousands):
                                                             2001   2000
Projected benefit obligations
  Balance at beginning of period                             $472   $508
   Interest expense                                            30     32
   Less benefits paid                                         (69)   (68)
                                                             ----   ----
  Balance at end of period                                    433    472
Unrecognized net gain                                          78     81
                                                             ----   ----
Accrued pension liability (included in other
 non-current liabilities)                                    $511   $553
                                                             ====   ====
The discount rate used in determining the projected benefit obligation
was 6.75% for all years presented.  All participants are retired and
receiving benefits under the Plan and therefore future increases in
compensation are not applicable.

Other Postretirement Benefit Plans.  In addition to the Company's
pension plans, the Company has a contributory, unfunded defined
benefit plan providing certain health care benefits for domestic
employees who retired prior to March 31, 1996. The participants'
contributions are adjusted periodically and are based on age and
length of service at time of retirement. The assumed rate of
increase in the per capita cost of covered benefits used for 2000
was 10% decreasing to 5% after 10 years and for 2001 was 9.5%
decreasing to 5% after 9 years.  Increasing the health care cost
trend rate by one percentage point each year would increase the
accumulated postretirement benefit obligation by $60,000 at December
31, 2001 and the aggregate service and interest cost component of
net periodic postretirement benefit cost for 2001 by $4,000; the
corresponding impact for a 1% decrease are $53,000 and $4,000,
respectively.  The weighted average discount rates used in
determining the net periodic postretirement benefit cost and
accumulated benefit obligation were 7.25% and 7.5% for 2001 and
2000, respectively.

The following sets forth the plan's status and accrued
postretirement benefit liability recognized in the Company's
Consolidated Balance Sheets at December 31 (in thousands):
                                                              2001   2000
Actuarial present value of accumulated postretirement
 benefit obligation:
 Balance at beginning of period                               $834   $733
  Interest cost                                                 47     60
  Actuarial (gain)/loss                                       (206)    77
  Benefits paid, net                                           (18)   (36)
                                                              ----   ----
                                                               657    834
Unrecognized net gain/(loss)                                   186     (9)
                                                              ----   ----
Accrued postretirement benefit liability (included in other
non-current liabilities)                                      $843   $825
                                                              ====   ====
The components of postretirement benefit cost for the years ended
December 31, are as follows (in thousands):
                                                         2001  2000  1999
                                                         ----  ----  ----
Interest cost                                             $47   $61   $53
Net amortization                                          (11)
                                                          ---   ---   ---
 Net periodic cost                                        $36   $61   $53
                                                          ===   ===   ===
The net benefits paid were $18,000, $36,000 and $31,000 for 2001, 2000
and 1999, respectively.

Deferred Compensation. At December 31, 2001 and 2000, the liability
relating to a deferred compensation arrangement between the Company and a
former director and officer of the Company was $274,000 and $291,000,
respectively.

NOTE J.  STOCK PLANS

The 1990 Stock Option Plan provides for the grant, at fair market
value on the date of grant, of nonqualified stock options and
incentive stock options. Options generally become exercisable in
three equal annual installments on a cumulative basis commencing six
months from the date of grant and expire five years (ten years for
awards granted after 1999) after the date granted.

The Company also has the 1967 Employee Stock Purchase Plan which
provides for the grant to purchase shares at 85% of the fair market
value of the stock on the date offered. Generally, rights to
purchase shares under this plan expire 12 months (maximum 27 months)
after the date of grant.

The Company also has a time accelerated restricted stock plan
("Restricted Stock Plan") which provides for the award of shares to
key employees; generally, the awards vest in five equal annual
installments commencing two years after the date of the award.
Vesting may be accelerated based on the achievement of certain
financial performance goals.

The Directors' Stock Option Plan provides for an annual grant of
options to non-employee officers and directors.  This plan provides
for the automatic award of options to purchase 3,000 shares of
Common Stock at the fair market value at the date of grant to each
person who is a participant on August 1 of each year and pro-rated
awards in certain cases.  The awards expire five years (ten years
for awards granted after 2000) after the date granted.

Share information pertaining to these plans is as follows:
                                    1990             Restricted Directors'
                                   Option  Purchase     Stock     Option
                                    Plan     Plan       Plan       Plan
                                  -------  --------     -------   ------
Outstanding at January 1, 1999    686,050    28,603      41,400   18,000
 Granted                          142,875                21,000    9,000
 Cancelled or expired              (4,101)     (913)
 Vested                                                 (12,480)
 Exercised                       (300,497)  (27,690)
                                  -------    ------     -------   ------
Outstanding at December 31, 1999  524,327         0      49,920   27,000

 Granted                          202,900                26,000   20,000
 Cancelled or expired              (5,225)                 (600)
 Vested                                                  (8,280)
 Exercised                        (27,126)
                                  -------    ------     -------   ------
Outstanding at December 31, 2000  694,876         0      67,040   47,000
 Granted                          248,500                76,500   18,250
 Cancelled or expired              (1,302)
 Vested                                                 (12,330)
 Exercised                        (85,024)
                                  -------    ------     -------   ------
Outstanding at December 31, 2001  857,050         0     131,210   65,250
                                  =======    ======     =======   ======
Available for future grant         29,347    52,478      48,187   37,250
                                  =======    ======     =======   ======

The exercise price for options granted in 1999 was $9.00, for
options granted in 2000 ranged from $9.06 to $9.70 and for options
granted in 2001 was $5.00.  The weighted average exercise price for
the 857,050 options outstanding under the Option Plan is $6.65 with
expiration dates ranging from 2002 to 2011. Options were exercised
under the Option Plan at weighted average exercise prices of $2.08,
$3.95 and $2.46 in 1999, 2000 and 2001, respectively. Shares
exercisable under the Option Plan and weighted average exercise
price at December 31, 1999, 2000 and 2001 were 316,027 and $4.31,
457,943 and $5.80 and 622,903 and $6.82, respectively.

Shares were exercised under the Purchase Plan at a weighted average
price of $5.67 in 1999.

Under the Restricted Stock Plan compensation expense was $206,000,
$146,000 and $184,000 in 2001, 2000 and 1999, respectively.

The exercise price for options granted under the Directors' Stock
Option Plan in 1999 was $11.17, for options granted in 2000 ranged
from $10.80 to $12.63 and for options granted in 2001 ranged from
$5.35 to $6.10.  The weighted average exercise price for the 65,250
options outstanding under the plan is $8.58 with expiration dates
ranging from 2003 to 2011.  No options have been exercised.  Shares
exercisable at December 31, 1999, 2000 and 2001 were 18,000, 27,000
and 47,000 respectively.

The Company has elected to follow APB No. 25 and related
interpretations in accounting for its stock option plans, and has
adopted the disclosure-only provisions of  SFAS No. 123.  If the
Company had elected to recognize compensation expense for the 1990
Stock Option Plan and the 1967 Stock Purchase Plan based on the fair
value at the grant date , consistent with the method presented by
SFAS No. 123, the pro forma net income (loss) and net income (loss)
per share would be as follows (in thousands except per share
information):
                                                     2001    2000   1999
                                                     ----    ----   ----
Net income (loss)
                     As reported                  $(1,805) $4,530 $5,346
                                                  =======  ====== ======
                     Pro forma                    $(2,447) $3,928 $4,859
                                                  =======  ====== ======
Net income (loss) per share
                     As reported      Basic         $(.33)   $.79   $.94
                                                    =====    ====   ====
                                      Diluted       $(.33)   $.74   $.88
                                                    =====    ====   ====
                     Pro forma        Basic         $(.45)   $.68   $.86
                                                    =====    ====   ====
                                      Diluted       $(.45)   $.65   $.81
                                                    =====    ====   ====

The estimated weighted average fair value per share of stock options
granted were $5.07, $4.82 and $5.16 for 2001, 2000 and 1999,
respectively.  The fair value for the stock options was estimated at
the date of grant using a Black-Scholes option pricing model with
the following weighted-average assumptions for 2001, 2000 and 1999,
respectively: risk-free interest rates of 4.75%, 5.1% and 5.5%; no
dividend yields; volatility factors of the expected market price of
the Company's common stock of .70 in 2001, .74 in 2000 and  .61 in
1999; and a weighted average expected life of the option of 7.5
years in 2001 and, for 2000 and 1999, 3.8 years for the Option Plan
and 5 years for the Directors' Option Plan.

The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting
restrictions and are fully transferable.  In addition, option
valuation models require the input of highly subjective assumptions
including the expected stock price volatility.  Because the
Company's stock options have characteristics significantly different
from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide
a reliable single measure of the fair value of its stock options.

NOTE K.  RELATED PARTY TRANSACTIONS

The Company has advanced amounts to officers primarily for personal
income taxes related to various stock option plans.  The amounts
outstanding at December 31, 2001 and 2000 of $1,516,000 and
$1,099,000 include interest accrued on the advances.  This
indebtedness bears interest at rates approximating market rates and
is payable upon demand.

NOTE L.  OPERATIONS BY INDUSTRY SEGMENT AND GEOGRAPHIC AREAS

The Company operates in two segments of the voice processing industry.
In the United States, the Company designs, manufactures and sells
equipment for use in telephone central offices.  In Europe (United
Kingdom), the Company distributes equipment for use in customers'
premises. Information about the Company's operations by segment and
geographic area for the years ended December 31, is as follows (in
thousands):
                                                   2001     2000     1999
Net sales                                          ----     ----     ----
 United States:
  Unaffiliated customers (North America)        $12,977  $24,511  $24,462
  Intercompany transfers                                      55      194
                                                -------  -------  -------
                                                 12,977   24,566   24,656
 Europe                                           5,898    7,325    7,231
 Eliminations                                                (55)    (194)
                                                -------  -------  -------
                                                $18,875  $31,836  $31,693
Operating profit (loss)
 United States                                  $  (813) $ 8,139  $ 9,433
 Europe                                            (950)    (529)    (138)
 Intercompany eliminations                           23        8      (10)
                                                -------  -------  -------
                                                 (1,740)   7,618    9,285
General corporate expenses                        1,329    1,330    1,378
Other (income) expense, net                        (504)    (619)    (441)
                                                -------  -------  -------
Income (loss) before income taxes               $(2,565) $ 6,907  $ 8,348
                                                =======  =======  =======
Total assets
 United States                                  $26,153  $29,262  $31,238
 Europe                                           2,444    3,779    3,919
 Intercompany eliminations                          (24)     (43)     (55)
                                                -------  -------  -------
                                                $28,573  $32,998  $35,102
                                                =======  =======  =======
Long-lived assets
 United States                                  $ 1,788  $ 1,545  $ 1,718
 Europe                                             600      973    1,432
 Intercompany eliminations                          (16)     (27)     (36)
                                                -------  -------  -------
                                                $ 2,372  $ 2,491  $ 3,114
                                                =======  =======  =======
Expenditures for long-lived assets
 United States                                  $   756  $   486  $   300
 Europe                                             130       98      246
 Intercompany eliminations                                            (63)
                                                -------  -------  -------
                                                $   886  $   584  $   483
                                                =======  =======  =======
Depreciation and amortization
 United States                                  $   504  $   452  $   279
 Europe                                             490      494      540
 Intercompany eliminations                           (7)      (3)     (17)
                                                -------  -------  -------
                                                $   987  $   943  $   802
                                                =======  =======  =======

Gross profit margin on intercompany transfers are comparable to
sales to third parties.  The United States operations had net sales
of $7.5 million, $12.6 million and $7.3 million in 2001, 2000 and
1999, respectively, to one major customer; sales of $1.9 million,
$2.4 million and $3.4 million in 2001, 2000 and 1999 to another
major customer; sales of $.5 million, $2.8 million and $1.9 million
in 2001, 2000 and 1999 to another major customer; sales of $.5
million, $1.4 million and $2.3 million in 2001, 2000 and 1999 to
another major customer; sales of $1.7 million and $2.7 million in
2000 and 1999 to another major customer and export sales of $2.9
million in 1999 to another customer.  The European operations had
sales of $2.8 million, $3.7 million and $4.6 million in 2001, 2000
and 1999, respectively, to one customer.


Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure

      None.


                               PART III

Item 10.   Directors and Executive Officers of the Registrant

      1.   (a) The identification of the directors of the Company as
of March 1, 2001 and persons nominated to become directors set forth
under the caption Information Concerning Nominees in the Proxy
Statement for the annual meeting of stockholders to be held on May
9, 2002 is incorporated herein by reference.

       (b) The identification of the executive officers of the
Company and their positions with the Company and ages as of March 1,
2002 is set forth under the caption Executive Officers of the
Company in Part I of this Annual Report on Form 10-K.

      2.   The information regarding compliance with Section 16(a)
of the Securities Exchange Act of 1934 set forth under the caption
Section 16(a) Beneficial Ownership Reporting Compliance in the Proxy
Statement for the annual meeting of stockholders to be held on May
9, 2002 is incorporated herein by reference.

Item 11.   Executive Compensation

       The information on executive compensation set forth under the
caption Executive Compensation in the Proxy Statement for the annual
meeting of stockholders to be held on May 9, 2002 is incorporated
herein by reference.

Item 12.   Security Ownership of Certain Beneficial Owners and
Management

       (a) and (b)  Security ownership of certain beneficial owners
and management set forth under the caption Security Ownership in the
Proxy Statement for the annual meeting of stockholders to be held on
May 9, 2002  is incorporated herein by reference.

       (c) Changes in Control.  None.


Item 13.   Certain Relationships and Related Transactions

       The information on certain relationships and related
transactions set forth under the caption Certain Relationships and
Related Transactions in the Proxy Statement for the annual meeting
of stockholders to be held on May 9, 2002  is incorporated herein by
reference.


                               PART IV

Item 14.   Exhibits, Financial Statement Schedules, and Reports on
Form 8-K

 (a)(1) and (2) and (d)  The response to this portion of Item 14 is
submitted as a separate section beginning on page 27 of this Annual
Report on Form 10-K.

 (a)(3) and (c)  The response to this portion of Item 14 is
submitted as a separate section beginning on page 28 of this Annual
Report on Form 10-K.

 (b)  There were no reports filed on Form 8-K during the fourth
quarter of 2001.










                              SIGNATURES
    Pursuant to the requirements of Section 13 or 15(d) of the
Securities  and Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto
duly authorized, on March 28, 2002.

                                         COGNITRONICS CORPORATION
                                                Registrant
                                         by    /s/   Garrett Sullivan
                                               Garrett Sullivan
                                                Treasurer

 Pursuant to the requirements of the Securities Exchange Act of
1934,  this report has been signed below by the following persons on
behalf of the registrant and in the capacities indicated on March
28, 2002.

 Signature                                           Title
Chief Executive Officer:
 /s/ Brian J. Kelley                            President and Chief
     Brian J. Kelley                            Executive Officer


Chief Financial and Accounting Officer:
 /s/ Garrett Sullivan                           Treasurer
     Garrett Sullivan


A Majority of the Board of Directors:


 /s/ Edward S. Davis                            Director
     Edward S. Davis


 /s/ Jack Meehan                                Director
     Jack Meehan


 /s/ William A. Merritt                         Director
     William A. Merritt


 /s/ William J. Stuart                          Director
     William J. Stuart

Form 10-K -- Item 14 (a) (1) and (2) and (d)

 (a) (1)  Financial Statements

The following financial statements of the Company are included in
Item 8.

Financial Statements Covered by Report of Independent Auditors:       PAGE

Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . .12

Consolidated Balance Sheets, December 31, 2001 and December 31, 2000 . .13

Consolidated Statements of Operations and Comprehensive Income (Loss)
for each of the three years in the period ended December 31, 2001  . . .14

Consolidated Statements of Stockholders' Equity for each of the
three years in the period ended December 31, 2001. . . . . . . . . . . .14

Consolidated Statements of Cash Flows for each of the three years in
the period ended December 31, 2001 . . . . . . . . . . . . . . . . . . .15

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . .16


     (2) and (d) Financial Statement Schedules

Schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not
required under the related instructions, are inapplicable, or the
information has been included in the Company's financial statements
and, therefore, have been omitted.


                        Item 14(a)(3) and (c)

                          INDEX TO EXHIBITS

Exhibit

3.1   Certificate of Incorporation as filed on January 2, 1962 (Exhibit
      3-1-A to Form S-1 Registration Statement No. 2-27439 and
      incorporated herein by reference).

3.2   Amendment, dated June 28, 1965 (Exhibit 3-1-B to Form S-1
      Registration Statement No. 2-27439 and incorporated herein
      by reference).

3.3   Amendment, dated October 3, 1966 (Exhibit 3-1-C to Form S-1
      Registration Statement No. 2-27439 and incorporated herein
      by reference).

3.4   Amendment, dated October 30, 1967 (Exhibit 3-1-D to Form S-1
      Registration Statement No. 2-27439 and incorporated herein by
      reference).

3.5   Amendment, dated July 27, 1981 (Exhibit 3.5 to Annual Report on Form
      10-K for the fiscal year ended December 31, 1983 and incorporated
      herein by reference).

3.6   Amendment, dated September 27, 1984 (Exhibit 3.6 to Annual Report on
      Form 10-K for the fiscal year ended December 31, 1984 and
      incorporated herein by reference).

3.7   Amendment dated June 13, 1988 (Exhibit 3.7 to Annual Report on Form
      10-K for the fiscal year ended December 31, 1988 and incorporated
      herein by reference).

3.8   Amendment dated November 3, 1994 (Exhibit 3.8 to Annual Report on
      Form 10-K for the year ended December 31, 1994 and incorporated
      herein by reference).

3.9   Amendment, dated July 25, 2000 (Exhibit 3.1 to Quarterly Report on
      Form 10-Q for the period ended June 30, 2000 and incorporated herein
      by reference)

3.10 By-laws of the Company (Exhibit 3.9 to Annual Report on Form 10-K
     for the year ended December 31, 1994 and incorporated herein by
     reference).

4.   Specimen Certificate for Common Stock (Exhibit 4-1 to Form S-1
     Registration Statement No. 2-27439 and incorporated herein by
     reference).

10.1 1990 Stock Option Plan, as amended (Exhibit 10.1 to Quarterly Report
     on Form 10-Q for the period ended June 30, 2001 and incorporated
     herein by reference).

10.2 Lease, dated April 30, 1993, between Seymour R. Powers and The
     Danbury Industrial Corporation, landlord, and Cognitronics
     Corporation, tenant (Exhibit 10.3 to Annual Report on Form 10-K for
     the year ended December 31, 1993 and incorporated herein by
     reference).

EXHIBIT

10.3 Form of Indemnity Agreement, dated October 27, 1986, between each
     Director (with equivalent form for each Officer) and Cognitronics
     Corporation (Exhibit 10.7 to Annual Report on Form 10-K for the year
     ended December 31, 1986 and incorporated herein by reference).

10.4 Supplemental Pension Plan for Officers, as amended November 2, 1993
     (Exhibit 10.6 to Annual Report on Form 10-K for the year ended
     December 31, 1993 and incorporated herein by reference).

10.5 Cognitronics Corporation Restricted Stock Plan (Exhibit 10.2 to
     Quarterly Report on Form 10-Q for the period ended June 30, 2001 and
     incorporated herein by reference).


10.6 Form of Executive Severance Agreement between certain officers and
     Cognitronics Corporation  ( Exhibit 10.8 to Annual Report on Form
     10-K for the year ended December 31, 1997 and incorporated herein by
     reference).

10.7 Addendum to Executive Severance Agreement between certain officers
     and Cognitronics Corporation (Exhibit 10.8 to Annual Report on Form
     10-K for the year ended December 31, 1999 and incorporated herein
     by reference).

10.8 The Directors' Stock Option Plan, as amended  (attached as Exhibit
     10.3 to Quarterly Report on Form 10-Q for the period ended June 30,
     2001 and incorporated herein by reference).

22.  List of subsidiaries of the Company as of December 31, 2001
     (attached as Exhibit 22 to this Annual Report on Form 10-K).

23.  Consent of Independent Auditors, dated March 28, 2002
     (attached as Exhibit 23 to this Annual Report on Form 10-K).







































 Copies of the Exhibits to this Annual Report on Form 10-K are
available upon written request to the Secretary of the Company at 3
Corporate Drive, Danbury, CT 06810-4130 and payment of $35.00 for a
complete set of the Exhibits or $.25 per page for any part thereof
(minimum $5.00).